SilverBow ‘Poison Pill’ Attempts to Fend Off Possible Kimmeridge Takeover

Activist investor Kimmeridge Energy signaled a potential takeover stance toward Eagle Ford operator SilverBow Resources Inc. on Sept. 23, just a few days after the small-cap E&P adopted a poison pill provision in response to “significant accumulations” of its stock.

Kimmeridge disclosed in the regulatory filing that it has spent more than $100 million to acquire 14.7% of SilverBow’s shares. The filing was similar to a July disclosure, but was filed in documents more in line with a takeover posture.

Kimmeridge did not respond to a request for comment.

UPDATE:

SilverBow to Acquire $87 Million Bolt-on in Eagle Ford’s Karnes Trough - Posted 9 a.m. CT on Oct. 3

SilverBow “is committed to acting in the best interests of all of the company’s stockholders and will continue to take actions that we believe will drive long-term value,” Marcus C. Rowland, independent chairman of the board, said in a press release on Sept. 20.

SilverBow, with a market cap of roughly $540 million, said in the Sept. 20 release that its board had adopted a limited-duration stockholder rights plan “to protect the interests of all stockholders.”

“We want investors to realize the full value of their investment and receive fair and equal treatment, which is what the rights plan is designed to ensure,” Rowland added.

KeyBanc Capital Markets analyst Tim Rezvan said SilverBow’s plan appears to give the board the option of doubling its shares if Kimmeridge acquires 15% of its outstanding stock. The plan would effectively dilute Kimmeridge’s ownership to 7.5% of the company.

Rezvan said Kimmeridge did not file as an activist investor when it disclosed its ownership stake in July, and he suspects Kimmeridge and members of SilverBow's management team have engaged in strategic discussions around the Eagle Ford Shale.

“Kimmeridge has multiple public equity investments with companies in the Eagle Ford Shale, including Callon Petroleum and Chesapeake Energy,” Rezvan said in a Sept. 20 report. “The adoption of this plan could be an indicator that discussions are not leading to outcomes desirable to both parties.”

Kimmeridge subsequently reclassified its ownership status with a 13D SEC filing, “suggesting an activist campaign may be forthcoming,” Rezvan said.

Rezvan additionally said that Kimmeridge had confirmed it had purchased nearby Eagle Ford dry gas producer Laredo Energy.

“Kimmeridge ownership of Laredo, a company that operates directly south of SilverBow, raises many questions about the next steps in this escalating situation,” he said. “We know that Kimmeridge and SilverBow both believe in the value of scale, but it remains unclear if the two parties can and/or want to combine these two companies, and what form that could take.”

SilverBow has remained active in the A&D market. The company announced in mid-September the acquisition of a new position in the Eagle Ford’s dry gas Dorado play in a series of transactions totaling $50 million.

Johnson Rice & Co. analysts said shareholder rights plans are typically not welcomed by the equity market in the short term, despite the stated design to protect value for all shareholders.

SilverBow’s rights plan will expire at the next annual meeting or June 30, 2023, whichever is earlier.